28 Dec 2011 07:00
IndigoVision Group plc
("IndigoVision" or the "Company")
Withdrawal of notice requisitioning General Meeting
The Board of IndigoVision confirms that the notice from Oliver Vellacott requisitioning a general meeting of the Company's shareholders has been withdrawn. No reason was given for the withdrawal.
IndigoVision notes last Friday's statement by Scottish Equity Partners LLP that it is considering whether to make a further proposal to the Company. During November 2011, IndigoVision received from Oliver Vellacott and Scottish Equity Partners LLP three indicative proposals which were subject to a number of preconditions and which were not close to a level that merited serious consideration. These were unequivocally rejected.
On 25 November 2011, IndigoVision issued a trading update to the market which, inter alia, stated that the operating performance in the financial year to that date was significantly higher than the corresponding period in the previous year, and materially ahead of the same period in any earlier year. The purpose of the announcement was to inform the market, in accordance with the AIM Rules, that the then published market forecasts seriously understated the potential operating performance for the financial year ending 31 July 2012. The Board intends to issue a further trading update to the market in January.
Shareholders are advised to take no action until the trading update has been issued and Scottish Equity Partners LLP has clarified its intentions. In accordance with rule 2.10 of the City Code, the Company confirms that it has 7,541,896 ordinary shares of 1 pence each in issue. The ISIN reference for these securities is GB0032654534.
Enquiries:
Cardew Group
Rob Ballantyne 0207 930 0777 / 07899 878 210
Brewin Dolphin Limited (NOMAD)
Sandy Fraser 0131 529 0272
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a personto whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.